Augen Gold Corp. ("Augen Gold" or the "Company") (TSX VENTURE: GLD)
today announced that its Board of Directors unanimously recommends
that shareholders reject the unsolicited offer by Trelawney Mining
and Exploration Inc. ("Trelawney") to acquire the common shares of
Augen Gold. The Board determined that the Trelawney offer fails to
provide full value for Augen Gold shares and is an attempt by
Trelawney to acquire Augen Gold without offering adequate
consideration to Augen Gold shareholders. Accordingly, the Board
recommends that Augen Gold shareholders reject the Trelawney offer
and not tender any of their shares.
Tim Peterson, Chairman of Augen Gold's Board of Directors,
stated, "After careful review, the Board has concluded that the
Trelawney offer does not adequately reflect the value of Augen
Gold's assets, our successful exploration record and our very
attractive land position in the South Swayze Greenstone Belt. In
addition, Trelawney's bid is subject to numerous conditions and
does not comply with Augen Gold's Shareholder Rights Plan."
J. David Mason, Augen Gold's Chief Executive Officer, said,
"Augen Gold has a strong exploration track record as evidenced by
the recently announced National Instrument 43-101 compliant
Inferred resource at the Company's Jerome Mine Project. Trelawney's
offer fails to adequately compensate Augen Gold shareholders for
the value of the Company's land position, exploration work and
National Instrument 43-101 compliant Inferred resource on the
Jerome Mine Project."
A copy of the Directors' Circular, which sets forth in greater
detail the Board's recommendation and the reasons therefore, is
being mailed to all Augen Gold shareholders. These reasons include,
but are not limited to, the following:
-- The Trelawney offer substantially undervalues Augen Gold.
-- The timing of the Trelawney offer is opportunistic.
-- The Trelawney offer fails to recognize the strategic value of the Jerome
Mine Project and Augen Gold's other properties in the Southern Swayze
Greenstone Belt to Trelawney.
-- The Trelawney offer is financially inadequate.
-- The Trelawney offer is not a cash offer and the consideration offered by
Trelawney is volatile and of uncertain value.
-- The Trelawney offer does not reflect an adequate premium for control of
Augen Gold.
-- The Board of Directors is aggressively pursuing value-maximizing
alternatives.
-- Trelawney has historically valued Augen Gold's Common Shares at a price
well above the Trelawney offer.
-- Trelawney can pay substantially more.
-- Rejection of the Trelawney offer by Augen Gold's directors and officers.
-- The Trelawney offer is highly conditional.
-- The Trelawney offer is not a Permitted Bid under the Shareholder Rights
Plan.
Paradigm Capital Inc. ("Paradigm"), the financial advisors to
the Special Committee of independent directors appointed by the
Board of Directors (the "Special Committee"), has provided a
written opinion to the Special Committee that, as of the date of
such opinion, the consideration offered pursuant to the Trelawney
offer is inadequate, from a financial point of view, to Augen Gold
shareholders, other than Trelawney and its associates, affiliates
and joint actors. The full text of Paradigm's opinion, which Augen
Gold shareholders are urged to read in its entirety, is included in
the Directors' Circular.
Legal counsel to the Special Committee is Fraser Milner Casgrain
LLP.
If you have any questions or concerns, please contact Phoenix Advisory
Partners, Augen Gold's information agent, at:
North American Toll Free Phone: 1-866-521-4425
Email: inquiries@phoenixadvisorypartners.com
Toll Free Facsimile: 1-877-907-3176
Banks, Brokers and Collect Calls: 1-201-806-2222
About Augen Gold
Augen Gold is a gold exploration company with 23,685 hectares of
staked and patented mining claims in the Southern Swayze Greenstone
Belt, including the formerly producing Jerome Gold Mine. The claims
cover a 45-kilometre long section of the Ridout Deformation Zone,
believed to be the western extension of the Kirkland Lake/Larder
Lake Break. The geological setting is comparable to the major gold
camps of Timmins and Kirkland Lake, and the claims contain numerous
gold showings that have received very little historical
exploration. Augen Gold is the first company to have assembled such
a coherent ground position. Augen Gold has performed a detailed
airborne geophysical survey over the whole area. The correlation of
many gold showings with geophysical features indicates excellent
potential for the discovery of additional deposits. On July 18,
2011 Augen Gold announced an initial National Instrument 43-101 -
Standards of Disclosure for Mineral Projects ("NI 43-101")
compliant Mineral Resource estimate at Augen Gold's Jerome Mine
Project outlining a 1.03 million ounce Inferred gold resource (18.7
million tonnes grading 1.7 g/t) at a cutoff grade of 0.3 g/t. The
Company's objectives are to aggressively explore the gold showings
that correlate with geophysical anomalies, continue resource
definition at the Jerome Mine, and to expand its property portfolio
with highly prospective mineral assets.
For more information on the Southern Swayze Project, please
refer to the Company's NI 43-101 compliant technical report
"Amended and Restated Technical Report on the Augen Gold Corp.
Claims, Porcupine Mining Division, District of Sudbury, Ontario,
Canada" (effective April 8, 2008, available on the Company's
profile at www.sedar.com, along with the Company's other continuous
disclosure documents).
The information contained in this news release has been approved
by Augen Gold's Project Geologist, Gordon McRoberts, P.Geo., who is
a Qualified Person as defined in NI 43-101.
For more information on Augen Gold, visit our website at
www.augengold.ca.
Follow our blog at www.augengold.wordpress.com, and follow us on
www.twitter.com (#augengoldcorp).
This news release contains forward-looking statements. These
statements are based on information currently available to the
Company and the Company provides no assurance that actual results
will meet management's expectations. Forward-looking statements
include estimates and statements that describe the Company's future
plans, objectives or goals, including words to the effect that the
Company or management expects a stated condition or result to
occur. Forward-looking statements may be identified by such terms
as "believes", "anticipates", "expects", "estimates", "may",
"could", "would", "will", or "plan". Since forward-looking
statements are based on assumptions and address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results relating to, among other things,
results of exploration, project development, reclamation and
capital costs of the Company's mineral properties, and the
Company's financial condition and prospects, could differ
materially from those currently anticipated in such statements for
many reasons such as: changes in general economic conditions and
conditions in the financial markets; changes in demand and prices
for minerals; litigation, legislative, environmental and other
judicial, regulatory, political and competitive developments;
technological and operational difficulties encountered in
connection with the activities of the Company; and other matters
discussed in this news release. This list is not exhaustive of the
factors that may affect any of the Company's forward-looking
statements. These and other factors should be considered carefully
and readers should not place undue reliance on the Company's
forward-looking statements. The Company does not undertake to
update any forward-looking statement that may be made from time to
time by the Company or on its behalf, except in accordance with
applicable securities laws.
Shares outstanding: 127,711,347
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Augen Gold Corp. J. David Mason CEO and Director
416-915-4231 dmason@augengold.ca Augen Gold Corp. Robin M.
Sundstrom Strategy and Communications 647-822-8111
robin@augengold.ca www.augengold.ca Spyros Karellas Investor
Relations 416-800-8921 spyros@pinnaclecapitalmarkets.ca
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